SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOMSEN ROBERT R

(Last)

(First)

(Middle)

C/O INTERWEST

2710 SAND HILL ROAD 2ND FLOOR

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORIXA CORP [ CRXA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/12/2005		D		81,174	D	$4.4⁽¹⁾	0	D
Common Stock	07/12/2005		D		501,500	D	$4.4⁽¹⁾	0	I	by InterWest Partners V, LP⁽²⁾
Common Stock	07/12/2005		D		3,154	D	$4.4⁽¹⁾	0	I	by InterWest Investors V, LP⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NQ Option (Right to Buy)	$25.125	07/12/2005		D			15,000	07/12/2005⁽⁴⁾	12/22/2010	Common Stock	15,000	$0	0	D
NQ Option (Right to Buy)	$5.07	07/12/2005		D			5,000	07/12/2005⁽⁵⁾	05/28/2014	Common Stock	5,000	$0	0	D
NQ Option (Right to Buy)	$5.07	07/12/2005		D			7,500	07/12/2005⁽⁵⁾	05/28/2014	Common Stock	7,500	$0	0	D
NQ Option (Right to Buy)	$8.6	07/12/2005		D			20,060	07/30/2003⁽⁶⁾	07/29/2007	Common Stock	20,060	$0	0	D
NQ Option (Right to Buy)	$6.41	07/12/2005		D			5,000	07/12/2005⁽⁵⁾	01/03/2013	Common Stock	5,000	$0	0	D
NQ Option (Right to Buy)	$14.75	07/12/2005		D			5,000	07/12/2005⁽⁵⁾	01/02/2012	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement between the Issuer and GlaxoSmithKline PLC

2. The shares are held by InterWest Partners V, LP ("IW5"). The general partner of IW5 is InterWest Management Partners V, LP ("IMP5"). The Reporting Person is a General Partner of IMP5 and disclaims beneficial ownership of the shares held by IW5 except to the extent of his pecuniary interest therein.

3. The shares are held by InterWest Investors V ("II5"). The Reporting Person is a General Partner of II5 and disclaims beneficial ownership of the shares held by II5 except to the extent of his pecuniary interest therein.

4. Option vests in 36 equal monthly installments and was fully vested prior to 7/12/05. The option was cancelled pursuant to the merger agreement between the Issuer and GlaxoSmithKline PLC. No cash consideration was received.

5. Option vests in 12 equal monthly installments and was fully vested prior to 7/12/05. The option was cancelled pursuant to the merger agreement between the Issuer and GlaxoSmithKline PLC. No cash consideration was received.

6. Option was fully vested prior to 7/12/05. The option was cancelled pursuant to the merger agreement between the Issuer and GlaxoSmithKline PLC. No cash consideration was received.

	/s/ Robert R. Momsen	07/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.